SEC Form 4 · accession 0001127602-19-006073
BIOGEN INC. · BIIB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Susan H Alexander
Officer — EVP Chief Legal Officer & Sec.
Period of report
Feb 12, 2019
Accepted (ET)
Feb 14, 2019 · 6:04 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000875045
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 12, 2019 | M | 1,348 | $0.00 | A | 26,192 | D | |
| Common Stock | Feb 12, 2019 | F | 402 | $319.43 | D | 25,790 | D | |
| Common Stock | Feb 12, 2019 | M | 1,920 | $0.00 | A | 27,710 | D | |
| Common Stock | Feb 12, 2019 | F | 619 | $319.43 | D | 27,091 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF1 | $0.00 | Feb 12, 2019 | M | 1,348 | D | — | Feb 12, 2020 | Common Stock | 1,348 | 2,697 | D |
| Restricted Stock UnitF2 | $0.00 | Feb 12, 2019 | M | 1,920 | D | — | Feb 12, 2021 | Common Stock | 1,920 | 8,190 | D |
| Restricted Stock UnitF3,F2 | $0.00 | Feb 12, 2019 | J | 1,448 | D | — | Feb 12, 2021 | Common Stock | 1,448 | 6,742 | D |
| Restricted Stock UnitF2 | $0.00 | Feb 12, 2019 | A | 10,020 | A | — | Feb 12, 2022 | Common Stock | 10,020 | 10,020 | D |
Explanation of responses
- F1The restricted stock units will vest in 2 annual installments. One-third will vest on the first anniversary of the grant date and two-thirds will vest on the second anniversary of the grant date.
- F2The number of RSUs reported represents the maximum possible number of shares that are eligible for vesting, which is 200% of the number of shares at target payout. One-third of these RSUs are eligible to vest on each of the first three anniversaries of the grant date. The actual number of shares that will vest on each vesting date will be determined by comparing the price of Biogen common stock on such vesting date to the price on the grant date (i.e., number of vested shares = number of shares at target payout times [the 30-day average closing stock price ending on the vesting date divided by the 30-day average closing stock price following and including the grant date]).
- F3This represents the difference between the maximum possible number of shares that were eligible for vesting and the actual number that vested.